SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Metro SPV LLC (Last) (First) (Middle) C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/18/2017	3. Issuer Name and Ticker or Trading Symbol Affinion Group Holdings, Inc. [ AFGR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	1,751,734	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	11/09/2015(3)	11/09/2020	Common Stock	462,266(3)	$0.01	D(1)(2)
Class C Common Stock, $0.01 par value per share	(3)	(4)	Common Stock	522(3)	$67.14	D(1)(2)
Class D Common Stock, $0.01 par value per share	(3)	(4)	Common Stock	549(3)	$88.07	D(1)(2)

1. Name and Address of Reporting Person* Metro SPV LLC (Last) (First) (Middle) C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICG Strategic Secondaries II GP LP (Last) (First) (Middle) C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICG Strategic Secondaries Associates II LLC (Last) (First) (Middle) C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Intermediate Capital Group, Inc. (Last) (First) (Middle) 600 LEXINGTON AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Intermediate Capital Group plc (Last) (First) (Middle) JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD (Street) LONDON X0 EC4M 8BU (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICG FMC Ltd (Last) (First) (Middle) C/O INTERMEDIATE CAPITAL GROUP PLC, JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD (Street) LONDON X0 EC4M 8BU (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership that Metro SPV LLC (the "SPV"), ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Secondaries Associates II LLC ("Secondaries Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons") may be deemed to have acquired pursuant to the SPV's purchase of certain equity securities from a prior investor on April 18, 2017 (the "Purchase").

2. Following the closing, the reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Secondaries Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Secondaries Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.

3. The Reporting Persons are prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, of the 462,266 shares of Common Stock underlying the Limited Warrant, 57,839 shares are currently exercisable, and the Class C/D Common Stock representing the right to acquire up to 1,071 shares of Common Stock is not currently convertible.

4. The Class C/D Common Stock has no expiration date.

	ICG Strategic Secondaries II GP LP, By: ICG Strategic Secondaries Associates II LLC, its general partner, By: /s/ Scott Huff, Name: Scott Huff, Title: Manager	04/28/2017
	Metro SPV LLC, By: ICG Strategic Secondaries II GP LP, its managing member, By: ICG Strategic Secondaries Associates II LLC, its general partner, By: /s/ Scott Huff, Name: Scott Huff, Title: Manager	04/28/2017
	Intermediate Capital Group, Inc., By: /s/ Christophe Evain, Name: Christophe Evain, Title: Director	04/28/2017
	ICG Strategic Secondaries Associates II LLC, By: /s/ Scott Huff, Name: Scott Huff, Title: Manager	04/28/2017
	Intermediate Capital Group plc, By: /s/ Christophe Evain, Name: Christophe Evain, Title: Director	04/28/2017
	ICG FMC Limited, By: /s/ Christophe Evain, Name: Christophe Evain, Title: Director	04/28/2017
	** Signature of Reporting Person	Date
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